NY State Pension Fund Asks Exxon Mobil to Separate Chair and CEO Posts -- Update

05/09/19 02:56 PM EDT
   By Stephen Nakrosis 

New York State Comptroller Thomas P. DiNapoli on Thursday said he supported shareholder proposals calling on Exxon Mobil Corp. (XOM) to separate the board chairman and the chief executive positions.

In a filing with the Securities and Exchange Commission, Mr. DiNapoli said he made the request on behalf of the N.Y. State Common Retirement Fund and Edward Mason, Head of Responsible Investment at Church Commissioners for England.

The shareholder resolution, filed by the Kestrel Foundation, would require Exxon's chairman be an independent member of the board. If adopted, it would be phased in for the next CEO transition, according to the filing.

The two institutional investors also said they intend to:

--Vote against all Exxon Mobil board directors at the company's annual meeting, which will take place May 29 in Dallas.

--Vote for a proposal asking the energy company to create a "climate committee," which will evaluate Exxon Mobil's "strategic vision and responses to climate change."

--Vote for a proposal that would see the company disclose its spending on lobbying efforts.

"The Board agrees with the importance of a strong, independent Board to represent the interests of shareholders, and that the Board is responsible for effective oversight of management, including the CEO; however, the Board does not agree that combining the Chairman and CEO positions impedes its ability to provide effective oversight or that it constitutes a conflict," Exxon Mobil said in a proxy filing.

"The Board believes it is important to preserve its flexibility in choosing the leadership structure that will best serve the long-term interests of shareholders. The Board carefully considers the merits of separating or combining the Chairman and CEO positions, and whether the Chairmanship should be held by an independent director, whenever a CEO change occurs."


--Write to Stephen Nakrosis at stephen.nakrosis@wsj.com


(END) Dow Jones Newswires

May 09, 2019 14:56 ET (18:56 GMT)

Copyright (c) 2019 Dow Jones & Company, Inc.